<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement. [ ] Confidential, for use of the
Commission only (as permitted by
Rule 14a-6(e)(2).
[X] Definitive proxy statement.
[ ] Definitive additional materials.
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12.
Associated Banc-Corp
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
- --------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
- --------------------------------------------------------------------------------
(3) Filing Party:
- --------------------------------------------------------------------------------
(4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
[ASSOCIATED BANC-CORP LOGO]
NOTICE OF 2000 ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
1999 FORM 10-K ANNUAL REPORT
<PAGE> 3
[ASSOCIATED BANC-CORP LOGO]
March 23, 2000
To Our Shareholders:
You are cordially invited to attend the Annual Meeting of Shareholders of
Associated Banc-Corp scheduled for 11:00 a.m. on Wednesday, April 26, 2000, at
The Walter Theatre, St. Norbert College, De Pere, Wisconsin.
The matters expected to be acted upon at the meeting are described in detail in
the attached Notice of Annual Meeting and Proxy Statement.
Your Board of Directors and management look forward to personally greeting those
shareholders who are able to attend.
Please be sure to sign and return the enclosed proxy card whether or not you
plan to attend the meeting so that your shares will be voted. In the
alternative, you may vote your shares by telephone or via the Internet.
Instructions are included with the proxy card. If you attend the Annual Meeting,
you may vote in person if you wish, even if you previously have returned your
proxy card or voted by telephone or on the Internet. The Board of Directors
joins me in hoping that you will attend.
Sincerely,
/s/ H.B. Conlon
H. B. Conlon
Chairman and Chief Executive Officer
<PAGE> 4
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
------------------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
APRIL 26, 2000
Holders of Common Stock of Associated Banc-Corp:
The Annual Meeting of Shareholders of Associated Banc-Corp will be held at The
Walter Theatre, St. Norbert College, De Pere, Wisconsin, on Wednesday, April 26,
2000, at 11:00 a.m. for the purpose of considering and voting on:
1. The election of four directors. Management's nominees are named in the
accompanying Proxy Statement.
2. The ratification of the selection of KPMG LLP as independent auditors for
Associated for the year ending December 31, 2000.
3. Such other business as may properly come before the meeting and all
adjournments thereof.
The Board of Directors has fixed March 1, 2000, as the record date for
determining the shareholders of Associated entitled to notice of and to vote at
the meeting, and only holders of Common Stock of Associated of record at the
close of business on such date will be entitled to notice of and to vote at such
meeting and all adjournments.
/s/ Brian R. Bodager
Brian R. Bodager
Chief Administrative Officer
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 23, 2000
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO DATE, SIGN, AND PROMPTLY RETURN YOUR PROXY SO THAT YOUR SHARES
MAY BE VOTED IN ACCORDANCE WITH YOUR WISHES AND IN ORDER THAT THE PRESENCE OF A
QUORUM MAY BE ASSURED. THE PROMPT RETURN OF YOUR SIGNED PROXY, REGARDLESS OF THE
NUMBER OF SHARES YOU HOLD, WILL AID ASSOCIATED IN REDUCING THE EXPENSE OF
ADDITIONAL PROXY SOLICITATION. THE GIVING OF SUCH PROXY DOES NOT AFFECT YOUR
RIGHT TO VOTE IN PERSON IN THE EVENT YOU ATTEND THE MEETING.
<PAGE> 5
ASSOCIATED BANC-CORP
1200 Hansen Road
Green Bay, Wisconsin 54304
------------------------
PROXY STATEMENT
ANNUAL MEETING--APRIL 26, 2000
INFORMATION REGARDING PROXIES
This Proxy Statement is furnished in connection with the solicitation of proxies
by the Board of Directors (the "Board") of Associated Banc-Corp, hereinafter
called "Associated," to be voted at the Annual Meeting of Shareholders on
Wednesday, April 26, 2000, and at any and all adjournments thereof.
Solicitation of proxies by mail is expected to commence on March 23, 2000, and
the cost thereof will be borne by Associated. In addition to such solicitation
by mail, some of the directors, officers, and regular employees of Associated
may, without extra compensation, solicit proxies by telephone or personal
interview. Arrangements will be made with brokerage houses, custodians,
nominees, and other fiduciaries to send proxy materials to their principals, and
they will be reimbursed by Associated for postage and clerical expense.
Votes cast by proxy or in person at the Annual Meeting will be tabulated by
three (3) judges of election who are Directors and will determine whether or not
a quorum is present. The judges of election will treat abstentions as shares
that are present and entitled to vote for purposes of determining the presence
of a quorum but as unvoted for purposes of determining the approval of any
matter submitted to shareholders for a vote. If a broker indicates on the proxy
that it does not have discretionary authority as to certain shares to vote on a
particular matter, those shares will not be considered as present and entitled
to vote with respect to that matter.
Shareholders are urged to sign and date the enclosed proxy card and return it as
promptly as possible in the envelope enclosed for that purpose. Shareholders of
record can also give proxies by calling a toll-free telephone number or using
the Internet. The telephone and Internet voting procedures are designed to
authenticate Associated's shareholders' identities, to allow Associated's
shareholders to give their voting instructions, and to confirm that Associated's
shareholders' instructions have been recorded properly. Associated has been
advised by counsel that the procedures that have been put in place for telephone
and Internet voting are consistent with the requirements of applicable law.
Shareholders who wish to vote over the Internet should be aware that there may
be costs associated with electronic access, such as usage charges from Internet
access providers and telephone companies, and that there may be some risk a
shareholder's vote might not be properly recorded or counted because of an
unanticipated electronic malfunction.
Any Associated shareholder of record desiring to vote by telephone or over the
Internet will be required to enter the unique control number imprinted on such
holder's Associated proxy card, and therefore should have the proxy card in hand
when initiating the session.
- -- To vote by telephone, dial 1-877-PRX-VOTE (1-877-779-8683) on a touch tone
telephone, and follow the simple menu instructions provided. There is no
charge for this call.
- -- To vote over the Internet, log on to the website
http://www.eproxyvote.com/ASBC follow the simple instructions provided.
Similar instructions are included on the enclosed proxy card.
Proxies may be revoked at any time prior to the exercise thereof by filing with
the Secretary of Associated a written revocation or a duly executed proxy
bearing a later date.
1
<PAGE> 6
Shares as to which proxies have been executed will be voted as specified in the
proxies. If no specification is made, the shares will be voted "FOR" the
election of management's nominees as directors and "FOR" the other proposals
listed.
The Corporate Secretary of Associated is Brian R. Bodager, 1200 Hansen Road,
Green Bay, Wisconsin 54304.
RECORD DATE AND VOTING SECURITIES
The Board has fixed the close of business on March 1, 2000, as the record date
(the "Record Date") for the determination of shareholders entitled to notice of,
and to vote at, the Annual Meeting. The securities of Associated entitled to be
voted at the meeting consist of shares of its Common Stock, $0.01 par value
("Common Stock") of which 63,164,218 shares were issued and outstanding at the
close of business on the Record Date. Only shareholders of record at the close
of business on the Record Date will be entitled to receive notice of and to vote
at the meeting.
Each share of Common Stock is entitled to one vote on all matters. No other
class of securities will be entitled to vote at the meeting. There are no
cumulative voting rights.
Unless otherwise directed, all proxies will be voted FOR the election of each of
the individuals nominated to serve as a Class B Director. The four nominees
receiving the largest number of affirmative votes cast at the Annual Meeting
will be elected as directors.
CORPORATE ANNUAL REPORT
The 1999 Corporate Report of Associated, which includes unaudited historical
consolidated balance sheets, statements of income, and per share and selected
financial data for the years ended December 31, 1989 through 1999, has been
mailed concurrently with this proxy statement to shareholders as of the Record
Date. The 1999 Corporate Report and the 1999 Form 10-K Annual Report do not
constitute a part of the proxy material.
PROPOSAL 1
ELECTION OF DIRECTORS
The Board has the responsibility for establishing broad corporate policies and
for the overall performance of Associated, although it is not involved in
day-to-day operating details. Members of the Board are kept informed of
Associated's business by various reports and documents sent to them on a regular
basis, including operating and financial reports made at Board and committee
meetings by the Chairman and other officers.
Pursuant to the Articles of Incorporation of Associated, the Board is classified
into three classes, as nearly equal in size as possible, with each class of
directors serving staggered three-year terms, designated as Class A, Class B,
and Class C. Three directors in Class B, Messrs. Conlon, Harder, and Quick, all
of whom are members of the present Board, are nominated for election at the
Annual Meeting. The Class B directors will be elected to a term of three years
to expire in April 2003. Messrs. Staven and Wanta informed the Board of
Directors of their intention not to seek re-election to the Board of Directors.
In order to maintain equity in the size of the classes, one director in Class C,
Mr. Sproule, has agreed to move to Class B and has been nominated for election
at the Annual Meeting.
Associated's Bylaws require that a director retire as of the first Annual
Meeting subsequent to the director's 65th birthday. Four directors are over age
65. Associated's Bylaws provide, however, that a retiring director's term may be
extended for one-year terms by a two-thirds vote of the Board in circumstances
which would be of significant benefit to Associated. At its January 26, 2000,
Board meeting, Associated's Board voted unanimously to waive the age limitation
for Messrs. Gaiswinkler, Konopacky, Leach, and Sproule. The remaining directors
will continue to serve until their terms have
2
<PAGE> 7
expired or until their successors have been elected. On January 28, 1998, the
four directors who are over age 65 executed letter agreements wherein each
agreed to tender their resignation should the Board in subsequent years not
waive their age limitation and extend their term of service pursuant to
Associated's Bylaws.
The nominees have consented to serve, if elected, and at the date of this Proxy
Statement, Associated has no reason to believe that any of the named nominees
will be unable to act. Correspondence may be directed to nominees at
Associated's executive offices. Unless otherwise directed, the persons named as
proxies intend to vote in favor of the election of the nominees.
The information presented below as to principal occupation and shares of Common
Stock beneficially owned as of February 29, 2000, is based in part on
information received from the respective persons and in part from the records of
Associated.
NOMINEES FOR ELECTION TO AND
MEMBERS OF THE BOARD OF DIRECTORS
NOMINEES FOR CLASS B, THREE-YEAR TERM EXPIRING APRIL 2003
HARRY B. CONLON has been a director of Associated since 1975. He has served as
Chairman of the Board and Chief Executive Officer of Associated since 1998. He
was Chairman of the Board, President, and Chief Executive Officer of Associated
from 1987 to 1998 and was President and Chief Executive Officer from 1975 to
1987. Age: 64.
RONALD R. HARDER has been a director of Associated since July 1991. He has been
the President and Chief Executive Officer of Jewelers Mutual Insurance Company,
Neenah, Wisconsin, since 1982 and has been an officer since 1973. Jewelers
Mutual Insurance Company is a mutual insurance company providing insurance
coverage nationwide for jewelers in retail, wholesale, and manufacturing, as
well as personal jewelry insurance coverage for individuals owning jewelry. He
is also a director of Associated Bank, N.A., Neenah, an affiliate of Associated.
Age: 56.
J. DOUGLAS QUICK has been a director of Associated since July 1991. He has been
President and Chief Executive Officer of Lakeside Foods, Inc., Manitowoc,
Wisconsin, since 1986. Lakeside Foods, Inc. is a food processor of primarily
canned and frozen vegetables. He has been a director of Associated Bank
Lakeshore, National Association, an affiliate of Associated, since 1986. Age:
54.
JOHN H. SPROULE has been a director of Associated since October 1997. He has
been retired from Envirex, Inc., a Rexnord Company, since May 1, 1987, after
more than 34 years of service to Rexnord. He was President of Envirex, Inc.,
Waukesha, Wisconsin, a manufacturer of equipment for treatment of waste and
waste water, from 1983 through October 1986. From 1978 until September 1983, he
was Executive Vice President and General Manager of Envirex, Inc. From 1977 to
1997 he served on the Board of Directors of First Financial Corporation, a
thrift holding company that merged with Associated in 1997. Age: 72.
DIRECTORS CONTINUING IN OFFICE
CLASS A DIRECTORS WITH TERMS EXPIRING APRIL 2002
JOHN S. HOLBROOK, JR. has been a director of Associated since May 1992. He is a
partner in the Madison, Wisconsin, office of the Quarles & Brady law firm in
which he has practiced since 1964. Quarles & Brady has performed legal services
for Associated and its respective subsidiaries. From 1990 to 1992, he was a
director of F&M Financial Services Corporation, a bank holding company acquired
by Associated in 1992. Age: 60.
WILLIAM R. HUTCHINSON has been a director of Associated since April 1994. He has
been Group Vice President, Mergers & Acquisitions, of BP Amoco p.l.c. since
January 1999. Previously, he was Vice
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<PAGE> 8
President, Financial Operations, of Amoco Corporation, Chicago, Illinois, since
October 1993, and has held the positions of Treasurer, Controller, and Vice
President-Mergers, Acquisitions & Negotiations with Amoco Corporation since
1981. He has been a director of Associated Bank Chicago, an affiliate of
Associated, since 1981. Mr. Hutchinson also serves as a director of the Smith
Barney Mutual Fund Group. Age: 57.
DR. GEORGE R. LEACH has been a director of Associated since October 1997. He is
presently retired. Before retirement in 1993, he practiced as an optometrist in
Stevens Point, Wisconsin, since 1949. He is a Fellow Emeritus of the American
Academy of Optometry and a past President of the Wisconsin Optometric
Association. From 1965 to 1997 he served on the Board of Directors of First
Financial Corporation, a thrift holding company that merged with Associated in
1997. Age: 76.
JOHN C. SERAMUR has been a director of Associated since October 1997. He is
presently retired. Since October 1997, he has served as Vice Chairman of the
Board of Associated. He was President, Chief Executive Officer, and Chief
Operating Officer of First Financial Corporation, a thrift holding company that
merged with Associated in 1997, and its subsidiary, First Financial Bank, since
1966. He served as a director of the Federal Home Loan Bank of Chicago, is a
former member of the Savings Association Insurance Fund Industry Advisory
Committee, and is past Chairman of the Wisconsin League of Financial
Institutions. Mr. Seramur also serves as a director of Northland Cranberries,
Inc. Age: 57.
CLASS C DIRECTORS WITH TERMS EXPIRING APRIL 2001
ROBERT S. GAISWINKLER has been a director of Associated since October 1997. He
served as Chairman of the Board of First Financial Bank from 1988 to 1998. From
1977 to 1997 he served on the Board of Directors of First Financial Corporation,
a thrift holding company that merged with Associated in 1997. From 1977 through
March 1988, he served as President and Chief Executive Officer of National
Savings & Loan Association, which merged into First Financial Bank at such time.
He is past Chairman of America's Community Bankers and former member of the
Advisory Committees of the Federal Home Loan Bank Board and Federal National
Mortgage Association. He is also a past Chairman of the Board of Directors of
Channels 10/36 Friends, Inc., a citizens group supporting public broadcasting.
Mr. Gaiswinkler also served as a member of the State of Wisconsin Savings and
Loan Review Board. Age: 68.
ROBERT C. GALLAGHER has been a director of Associated since January 1982. He has
served as President and Chief Operating Officer of Associated since October
1998. He served as Vice Chairman of Associated from July 1996 to April 1999 and
as Executive Vice President from January 1982 to April 1999. He had served as
Chairman and Chief Executive Officer of Associated Bank Green Bay, National
Association, an affiliate of Associated, from 1985 to 1998, as President since
1982, and a director since October 1980. Mr. Gallagher also serves as a director
of WPS Resources Corporation. Age: 61.
ROBERT P. KONOPACKY has been a director of Associated since October 1997. He is
the retired President of Mid-State Photo, Inc., which was merged into a
subsidiary of Fuqua Industries. Mr. Konopacky was President of Mid-State
Distributors, a wholesale beverage distributor in Stevens Point, Wisconsin, from
1974 through 1987. From 1978 to 1997 he served on the Board of Directors of
First Financial Corporation, a thrift holding company that merged with
Associated in 1997. Age: 76.
JOHN C. MENG has been a director of Associated since January 1991 and has been a
director of Associated Bank Green Bay, National Association, an affiliate of
Associated, since January 1988. He has been Chairman of the Board of Schreiber
Foods, Inc., Green Bay, Wisconsin, since October 1999. Schreiber Foods, Inc.
markets cheese products to the food service industry and national retailers. He
was Chairman, President and Chief Executive Officer from May 1999 to October
1999. He had served as President, Chief Executive Officer, and Director of
Schreiber Foods, Inc. from December 1989 to May 1999. Prior to 1989, he was
President and Chief Operating Officer of Schreiber Foods, Inc. Age: 55.
4
<PAGE> 9
BOARD COMMITTEES AND MEETING ATTENDANCE
The Board held four regular meetings during 1999. The directors attended 98.5%
of the total number of meetings of the Board and its committees of which they
were members.
The Audit Committee, composed of Messrs. Harder (Chairman), Hutchinson,
Konopacky, Leach, Staven, and Wanta, all of whom are outside directors, held
four meetings during 1999. The Audit Committee reviews the adequacy of internal
accounting controls, reviews with the independent auditors their plan and
results of the audit engagement, reviews the scope and results of procedures for
internal auditing, and reviews and approves the general nature of audit services
by the independent auditors. The Audit Committee recommends to the Board the
appointment of the independent auditors, subject to ratification by the
shareholders at the Annual Meeting, to serve as Associated's auditors for the
following year. Both the internal auditors and the independent auditors meet
periodically with the Audit Committee and have free access to the Audit
Committee at any time.
The Administrative Committee, composed of Messrs. Quick (Chairman), Gaiswinkler,
Holbrook, and Sproule, all of whom are outside directors, held five meetings in
1999. The Administrative Committee's functions include, among other duties
directed by the Board, administering Associated's stock option plans (and
granting options) and employee fringe benefit programs, reviewing and approving
Associated's executive salary and bonus structure, selecting candidates to fill
vacancies on the Board of Directors, reviewing the structure and composition of
the Board, and considering qualification requisites for continued Board service.
The Administrative Committee will also consider candidates recommended in
writing by shareholders, if those candidates demonstrate a serious interest in
serving as directors.
DIRECTOR COMPENSATION
Associated compensates each nonemployee director for services by payment of an
annual retainer and meeting fee. For the year ended December 31, 1999, the
annual retainer was $18,000 and the meeting fee was $1,000 for each Board
meeting attended. The directors received $750 for each committee meeting
attended, with an additional $250 to the committee chairman for each committee
meeting attended. Directors who are employees of Associated or its affiliates do
not receive separate compensation for their services as directors. Additionally,
each nonemployee director was granted 1,500 stock options during 1999.
STOCK OWNERSHIP
SECURITY OWNERSHIP OF BENEFICIAL OWNERS
As of February 29, 2000, Associated Trust Company, National Association, a
wholly owned subsidiary of Associated Banc-Corp, was, in a fiduciary capacity,
the beneficial owner of 5,310,188 shares of Common Stock, constituting 8.41% of
Associated's outstanding shares entitled to vote. Such ownership is in the
capacity of fiduciary with voting and/or investment power. As a result thereof,
Associated may be deemed to indirectly beneficially own such shares. No other
person is known to Associated to own beneficially more than 5% of the
outstanding shares entitled to vote. The information set forth below is
reflective of the foregoing.
<TABLE>
<CAPTION>
AMOUNT AND NATURE
OF BENEFICIAL PERCENT
TITLE OF OWNERSHIP OF
NAME AND ADDRESS CLASS (1)(2)(3) CLASS
---------------- -------- ----------------- -------
<S> <C> <C> <C>
Associated Trust Company, N.A. Common 5,310,188 8.41%
401 East Kilbourn Avenue
Milwaukee, Wisconsin 53202
</TABLE>
- ------------------------------
(1) Shares are deemed to be "beneficially owned" by a person if such person,
directly or indirectly, has or shares (i) the voting power thereof,
including the power to vote or to direct the voting of such
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<PAGE> 10
shares, or (ii) the investment power with respect thereto, including the
power to dispose or direct the disposition of such shares. In addition, a
person is deemed to beneficially own any shares which such person has the
right to acquire beneficial ownership of within 60 days.
(2) In the capacity of fiduciary, Associated Trust Company, National
Association, exercises voting power where authority has been granted. In
other instances, Associated Trust Company, National Association, solicits
voting preferences from the beneficiaries. In the event responses are not
received as to voting preferences, the shares will not be voted in favor of
or against the proposals.
(3) In the capacity of fiduciary, included are 675,136 shares with sole voting
power; 31,177 with shared voting power; 4,984,203 with sole investment
power; and 325,985 with shared investment power.
SECURITY OWNERSHIP OF MANAGEMENT
Listed below is information as of February 29, 2000, concerning beneficial
ownership of Common Stock of Associated for each director and Named Executive
Officer, and by directors and executive officers as a group.
<TABLE>
<CAPTION>
AMOUNT OF
TITLE OF CLASS NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP PERCENT OF CLASS
- -------------- ------------------------------------------------- -------------------- ----------------
<S> <C> <C> <C>
Common David E. Cleveland(1) 807,003 1.28%
Common Harry B. Conlon 357,733 *
Common Robert S. Gaiswinkler 139,985 *
Common Robert C. Gallagher 297,039 *
Common Ronald R. Harder 3,920 *
Common John S. Holbrook, Jr. 16,473 *
Common William R. Hutchinson 6,167 *
Common Robert P. Konopacky 62,656 *
Common George R. Leach 57,230 *
Common John C. Meng 12,995 *
Common Randall J. Peterson(1) 109,890 *
Common J. Douglas Quick 16,057 *
Common John C. Seramur 405,110 *
Common John H. Sproule 78,433 *
Common Ralph R. Staven 198,536 *
Common Norman L. Wanta 80,535 *
Common Gordon J. Weber(1) 151,183 *
Common Directors and Executive Officers(2) 2,972,328 4.71%
</TABLE>
- ------------------------------
* Denotes percentage is less than 1%.
(1) Named Executive Officer, non-director.
(2) Includes directors and executive officers as a group (34 individuals).
Share ownership includes shares issuable within 60 days upon exercise of stock
options owned by certain officers.
All shares reported herein are owned with voting and investment power in those
persons whose names are provided herein or by their spouses. Some shares may be
owned in joint tenancy, by a spouse, or in the names of minor children.
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<PAGE> 11
EXECUTIVE COMPENSATION
The following table sets forth information concerning all cash compensation paid
or accrued for services rendered in all capacities to Associated and affiliates
for the fiscal years ended December 31, 1999, 1998, and 1997, of those persons
who were, at December 31, 1999, the Chief Executive Officer of Associated and
the other four most highly compensated executive officers of Associated or its
affiliates (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
ANNUAL COMPENSATION (1) AWARDS
------------------------- ------------
SECURITIES
UNDERLYING ALL OTHER
OPTIONS/SARS COMPENSATION
NAME AND PRINCIPAL POSITION(2) YEAR SALARY($) BONUS($) (#)(3) ($)(4)
------------------------------ ---- --------- -------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Harry B. Conlon 1999 $600,000 $330,000 68,767 $64,499(5)
Chairman & CEO, 1998 $570,000 $307,800 50,000 $83,683
Associated 1997 $407,692 $225,000 15,000 $73,351
Robert C. Gallagher 1999 $374,998 $165,000 37,456 $36,076(6)
President & COO, 1998 $348,848 $175,000 25,000 $49,982
Associated 1997 $325,385 $160,000 12,000 $52,634
Randall J. Peterson 1999 $244,423 $118,336 15,599 $17,667(7)
Chief Credit Officer, Associated; 1998 $229,231 $ 98,325 12,500 $20,945
President & CEO, ABGB 1997 $213,654 $ 78,750 10,500 $18,704
Gordon J. Weber 1999 $264,214 $ 89,037 15,731 $16,992(8)
CEO, 1998 $245,000 $103,000 12,500 $23,226
Associated Bank Milwaukee 1997 $234,423 $ 88,000 8,400 $26,351
David E. Cleveland 1999 $285,417 $ 61,000 -- $21,743(9)
President, 1998 $284,000 $ 35,500 -- $13,852
Riverside Bank 1997 $252,000 $ 35,000 -- $12,899
</TABLE>
- ------------------------------
(1) Includes amounts earned and payable during the fiscal year whether or not
receipt of such amounts were deferred at the election of the Named Executive
Officer. All Named Executive Officers are eligible to participate in the
Associated Deferred Compensation Plan. During 1999, none of the Named
Executive Officers participated in this plan. See "Agreements and Reports."
(2) Included in the table are certain executive officers of affiliates of
Associated who perform policymaking functions for Associated. Associated
Bank Green Bay, National Association ("ABGB"), is a subsidiary bank of
Associated headquartered in Green Bay, Wisconsin. Associated Bank Milwaukee
is a subsidiary bank of Associated headquartered in Milwaukee, Wisconsin.
Riverside Bank is a subsidiary of Associated headquartered in Minneapolis,
Minnesota.
(3) Option grants reflect a 20% stock split effected in the form of a stock
dividend in 1997 and a 25% stock split effected in the form of a stock
dividend in 1998.
(4) Contributions to the Associated Banc-Corp Profit Sharing & Retirement
Savings Plan (including the 401(k) Plan) (the "Retirement Plan") were made
to the accounts of the Named Executive Officers. Contributions to the
Associated Supplemental Executive Retirement Plan (the "SERP"), which
provides retirement benefits to executives selected by the Administrative
Committee without regard to the limitations set forth in Section 415 of the
Internal Revenue Code of 1986, as amended
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<PAGE> 12
(the "Code"), were made to the accounts of four of the Named Executive
Officers. Contributions calculated as 10% of the amount of stock purchased
made to Associated's Employee Stock Purchase Plan were made to the accounts
of two of the Named Executive Officers. Life insurance premiums were paid by
Associated for Named Executive Officers.
(5) Includes Retirement Plan contribution of $3,600, SERP contribution of
$48,400, Employee Stock Purchase Plan contribution of $600, and life
insurance premiums of $11,899.
(6) Includes Retirement Plan contribution of $3,600, SERP contribution of
$23,837, and life insurance premiums of $8,639.
(7) Includes Retirement Plan contribution of $3,600, SERP contribution of
$12,037, Employee Stock Purchase Plan contribution of $260, and life
insurance premiums of $1,770.
(8) Includes Retirement Plan contribution of $3,600, SERP contribution of
$12,007, and life insurance premiums of $1,385.
(9) Includes Profit Sharing Plan contribution of $9,600 and SERP contribution of
$12,143.
STOCK OPTIONS
The table below provides information concerning stock options granted to the
Named Executive Officers during 1999.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
- ---------------------------------------------------------------------------------- ------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO EXERCISE OR
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION
NAME GRANTED (#) FISCAL YEAR ($/SH) DATE 5% ($) 10% ($)
---- ------------ ------------ ----------- ---------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 65,000 5.04% $30.3125 1-27-09 $1,239,118.94 $3,140,170.69
3,767 .29% $39.5000 7-28-09 $ 93,577.32 $ 237,143.30
R. C. Gallagher 35,000 2.72% $30.3125 1-27-09 $ 667,217.89 $1,690,861.14
2,456 .19% $39.5000 7-28-09 $ 61,010.33 $ 154,612.14
R. J. Peterson 14,000 1.09% $30.3125 1-27-09 $ 266,887.16 $ 676,344.46
1,599 .12% $39.5000 7-28-09 $ 39,721.30 $ 100,661.57
G. J. Weber 14,000 1.09% $30.3125 1-27-09 $ 266,887.16 $ 676,344.46
1,731 .13% $39.5000 7-28-09 $ 43,000.36 $ 108,971.34
D. E. Cleveland -- -- -- -- -- --
</TABLE>
8
<PAGE> 13
OPTION EXERCISES AND FISCAL YEAR-END HOLDINGS
The following table provides information concerning the stock option exercises
in 1999 and the unexercised stock options held by each Named Executive Officer
as of December 31, 1999.
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION/SAR VALUES (1)
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS/SARS
SHARES OPTIONS/SARS AT FY-END(#)(2) AT FY-END($)(3)
ACQUIRED ON VALUE ------------------------------ ---------------------------------
NAME EXERCISE(#) REALIZED($)(4) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- -------------- ----------- ------------- ----------------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. B. Conlon 4,063.125 90,794.18 106,823.125 108,349.500 1,231,405.62 293,958.75
R. C. Gallagher 9,000.000 149,800.60 81,333.750 59,122.250 995,829.01 168,229.50
R. J. Peterson 1,000.000 30,104.90 73,917.500 27,431.500 1,146,709.64 76,416.89
G. J. Weber -- -- 86,168.000 27,563.000 1,395,772.47 76,413.85
D. E. Cleveland -- -- -- -- -- --
</TABLE>
- ------------------------------
(1) The exercise price for each grant was 100% of the fair market value of the
shares on the date of grant. All granted options are exercisable within ten
years from the date of grant. Within this period, each option is exercisable
from time to time in whole or in part.
(2) Pursuant to the current provisions of the Amended and Restated Long-Term
Incentive Stock Plan (the "Stock Plan"), all Options and other awards under
the Stock Plan shall immediately vest and become exercisable upon the
occurrence of a Change in Control of Associated. Such vesting of Options
shall result in all Options and corresponding SARs becoming immediately
exercisable and all Performance Shares and other awards being immediately
payable. The definition of Change of Control is substantially the same as
under the Associated Change of Control Plan. See "Agreements and Reports."
(3) Total value of unexercised options based on the market price of Associated
stock as reported on The Nasdaq Stock Market on December 31, 1999, of $34.25
per share.
(4) Market price at date of exercise of options, less option exercise price,
times number of shares, equals value realized.
9
<PAGE> 14
EXECUTIVE RETIREMENT PLANS
The following table sets forth, with respect to the Associated Retirement
Account Plan (the "Account Plan") and the SERP, the estimated annual retirement
benefit payable at age 65 as a straight-life annuity, based on specified
earnings and service levels and a benefit indexing rate of 5%:
<TABLE>
<CAPTION>
AVERAGE TOTAL ANNUAL BENEFIT AFTER SPECIFIED YEARS IN PLAN(2)
ANNUAL ---------------------------------------------------------
COMPENSATION(1) 20 25 30 35 40 45
- --------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
350,000 69,440 100,240 139,510 189,665 253,680 335,370
400,000 79,360 114,560 159,440 216,760 289,920 383,280
450,000 89,280 128,880 179,370 243,855 326,160 431,190
500,000 99,200 143,200 199,300 270,950 362,400 479,100
550,000 109,120 157,520 219,230 298,045 398,640 527,010
600,000 119,040 171,840 239,160 325,140 434,880 574,920
650,000 128,960 186,160 259,090 352,235 471,120 622,830
700,000 138,880 200,480 279,020 379,330 507,360 670,740
750,000 148,800 214,800 298,950 406,425 543,600 718,650
800,000 158,720 229,120 318,880 433,520 579,840 766,560
850,000 168,640 243,440 338,810 460,615 616,080 814,470
900,000 178,560 257,760 358,740 487,710 652,320 862,380
950,000 188,480 272,080 378,670 514,805 688,560 910,290
</TABLE>
- ------------------------------
(1) Reflects amounts disclosed as salary and bonus for each of the Named
Executive Officers.
(2) The retirement benefits shown above are not subject to any deductions for
social security or other offsetting amounts, and the annual retirement
benefits are subject to certain maximum limitations under the Code (such
limitation was $130,000 for 1999).
The following table sets forth, with respect to the Account Plan the SERP for
Named Executive Officers, the credited years of service to date and at age 65:
<TABLE>
<CAPTION>
CREDITED YEARS OF CREDITED YEARS OF
SERVICE TO DATE SERVICE AT AGE 65
----------------- -----------------
<S> <C> <C>
H. B. Conlon 35 35
R. C. Gallagher 19 22
R. J. Peterson 17 28
G. J. Weber 28 41
D. E. Cleveland 26 26*
</TABLE>
- ------------------------------
* Reflects years of service beyond age 65.
10
<PAGE> 15
REPORT OF THE ADMINISTRATIVE COMMITTEE
OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
THE COMMITTEE. The Administrative Committee of the Board of Directors (the
"Committee") supervises Associated's executive compensation policies and
programs. It establishes the base salary and incentive compensation of the chief
executive officer and approves base salaries and bonuses of 20 other executive
officers. The Committee must have three or more members, and no member may be an
employee of Associated or any affiliate. The Committee currently has four
members.
COMPENSATION POLICY. Associated's policy is to have base salaries for executive
officers that generally are near the median level for employees having
comparable responsibility for financial institutions of comparable size. Annual
bonuses are closely related to corporate-wide and business unit financial
performance goals and individual goals, which, if achieved, will be reflected in
superior operating results. The financial goals emphasize earnings per share,
return on equity, return on assets, loan quality, and expense control. Specific
goals are set on an individual basis for each executive officer to reflect
differences in responsibilities and other relevant factors. When superior
operating results are attained, Associated's policy permits total compensation
to exceed median levels for institutions of comparable size. Long-term
incentives are provided through stock-based awards which directly relate a
portion of the executive officers' long-term remuneration to stock price
appreciation realized by Associated's shareholders.
The goal of this compensation policy is to provide competitive remuneration to
attract and retain high quality executives and appropriate incentives for those
employees to enhance shareholder value while avoiding arrangements that could
result in expense that is not justified by performance. As long as this basic
goal is being achieved, the Committee relies to a great extent on the subjective
judgment of the chief executive officer in establishing salary, bonus, and
long-term incentive compensation.
INDEPENDENT CONSULTANT. To assist it in supervising the compensation policy, the
Committee relies upon an independent outside consultant who provides data at
least once every two years regarding compensation practices of financial
institutions. The independent outside consultant prepared and presented a report
to the Committee at its December 1998 meeting. Competitive compensation levels
considered by the Committee are based upon the results of several compensation
surveys and the analysis of the consultant as to appropriate adjustments to make
meaningful comparisons to the compensation of Associated's executive officers.
The surveys used by the consultant cover a larger number and greater variety of
institutions than are included in the Nasdaq Bank Index referred to under the
heading "Shareholder Return Performance Presentation -- Stock Price Performance
Graph." Adjustments made by the consultant to the survey data account for
differences in corporate size, business lines, and geographic markets.
BASE SALARIES. Salaries paid to executive officers (other than the chief
executive officer) are based upon the chief executive officer's subjective
assessment of the nature of the position and the contribution and experience of
the executive officer. In 1999, base salaries for executive officers as a group
were near the median of competitive levels identified by the consultant. The
chief executive officer reviews all salary recommendations with the Committee.
The Committee is responsible for approving or disapproving those recommendations
based upon Associated's compensation policy.
ANNUAL BONUSES. Annual bonuses are awarded to executive officers at the
discretion of the Committee at the end of each year. The amount of bonus, if
any, for each executive officer (other than the chief executive officer) is
recommended to the Committee by the chief executive officer based upon an
evaluation by the chief executive officer of the achievement of the
corporate-wide, business unit, and personal performance goals established for
each officer by the chief executive officer at the beginning of the year and,
where appropriate, modified during the year to reflect changed conditions.
Corporate performance goals and business unit goals such as earnings growth,
return on assets, and return on equity are considered. In 1999, the Committee
did not disapprove of any bonuses recommended to it by the
11
<PAGE> 16
chief executive officer because the foregoing goals, including earnings growth,
were met. Earnings growth is a required threshold for bonuses.
CHIEF EXECUTIVE OFFICER SALARY AND BONUS. The 1999 base salary for the chief
executive officer was established at a level that the Committee believed would
approximate a median level based upon the analysis of competitive data by the
Committee's consultant. The chief executive officer's bonus for 1999 was
established based upon the Committee's overall evaluation of the chief executive
officer's performance, including the achievement of corporate financial
performance goals and individual goals that were established during the year.
The financial goals required increased earnings per share and also included
achievement of designated levels of return on assets, return on equity, and loan
quality statistics. An earnings per share threshold was established early in the
year. This threshold was required to have been met in order for the chief
executive officer to have received a bonus. Achievement of other corporate
performance goals was considered in general, and no formula giving designated
weights to particular goals was used. The chief executive officer's salary and
bonus for 1999 reflected the fact that the earnings per share threshold and all
other goals were achieved. Based upon its consultant's advice, the Committee
believes that the total of 1999 salary and bonus for the chief executive officer
was consistent with Associated's policy.
STOCK OPTIONS. The Committee administers and grants options under the Stock
Plan. Options have been granted at irregular intervals in the past. During 1999,
options for 562,550 shares were granted to 260 employees and 12 directors. These
options have 10-year terms, vest in stages over the first three years, and have
exercise prices equal to 100% of market value on the date of grant. The value of
the shares covered by these options (based upon the option price) ranged from
about 25% of annual salary to 125% of annual salary. Option recipients and
amounts (for employees other than the chief executive officer) were recommended
to the Committee by the chief executive officer based upon his judgment of
position and performance of each recipient and the ability of that recipient to
effect overall corporate performance. The Committee's award of options to the
chief executive officer was based upon guidelines presented by the consultant
which resulted in a total compensation package in the median of competitive
levels identified by the consultant. The options awarded were determined to be
comparable with awards for chief executive officers with similar salary and
bonus.
The Committee approved the establishment of the Associated Banc-Corp 1999
Non-Qualified Stock Option Plan on July 28, 1999. Options for 731,446 shares
were granted to 3,933 employees under this plan during 1999. These options have
10-year terms, fully vest in two years, and have exercise prices equal to 100%
of market value on the date of grant. The value of the shares covered by these
options (based upon the option price) equaled 6% of each recipient's annual
salary. All active, eligible employees on the date of grant received options.
COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(M). Section 162(m) of the
Code, enacted in 1993, generally disallows a federal income tax deduction to
public companies for compensation over $1,000,000 paid to the corporation's
chief executive officer and four other most highly compensated executive
officers. Qualifying performance-based compensation will not be subject to the
deduction limit if certain requirements are met. The Committee's policy with
respect to Section 162(m) of the Code is to qualify such compensation for
deductibility where practicable. Options granted under the Stock Plan have been
structured to qualify as performance-based compensation and, accordingly, the
compensation realized upon the exercise of such options will be fully deductible
by Associated. The Committee does not anticipate that the compensation from
Associated to any executive officer during fiscal year ending December 31, 1999,
will exceed the limits on deductibility.
ADMINISTRATIVE COMMITTEE
<TABLE>
<S> <C>
J. Douglas Quick, Chairman Robert S. Gaiswinkler, Member
John S. Holbrook, Jr., Secretary John H. Sproule, Member
</TABLE>
12
<PAGE> 17
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
John S. Holbrook, Jr. is a partner in the Madison, Wisconsin, office of the
Quarles & Brady law firm. Quarles & Brady has performed legal services for
Associated and some of its subsidiaries and is expected to continue to provide
legal services during the current fiscal year. A corporation of which Mr. Quick
is an executive officer had loans with subsidiary banks of Associated. See
"Interest of Management in Certain Transactions," below. There are no other
interlocking relationships as defined by the Securities and Exchange Commission,
and no Associated officer or employee is a member of the Committee.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
STOCK PRICE PERFORMANCE GRAPH
Set forth below is a line graph comparing the yearly percentage change in the
cumulative total shareholder return (change in year-end stock price plus
reinvested dividends) on Associated's Common Stock with the cumulative total
return of the Nasdaq Bank Index and the S&P 500 Index for the period of five
fiscal years commencing on December 31, 1994, and ending December 31, 1999. The
Nasdaq Bank Index is prepared for Nasdaq by the Center for Research in
Securities Prices at the University of Chicago. The graph assumes that the value
of the investment in Associated stock and for each index was $100 on December
31, 1994.
[LINE GRAPH]
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
12/31/1994 12/31/1995 12/31/1996 12/31/1997 12/31/1998 12/31/1999
- -------------------------------------------------------------------------------------------------------------
<C> <S> <C> <C> <C> <C> <C> <C>
Associated 100.00 147.57 157.25 249.66 199.49 206.61
- -------------------------------------------------------------------------------------------------------------
Nasdaq Bank 100.00 147.36 190.05 315.37 283.33 267.12
- -------------------------------------------------------------------------------------------------------------
S&P 500 100.00 137.11 168.22 223.90 287.35 347.36
- -------------------------------------------------------------------------------------------------------------
</TABLE>
Source: Bloomberg
Historical stock price performance shown on the graph is not necessarily
indicative of the future price performance.
The Stock Price Performance Graph shall not be deemed incorporated by reference
by any general statement incorporating by reference this proxy statement into
any filing under the Securities Act of 1933 or under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), except to the extent Associated
specifically incorporates this information by reference, and shall not otherwise
be deemed filed under such Acts.
13
<PAGE> 18
AGREEMENTS AND REPORTS
DEFERRED COMPENSATION AGREEMENTS. Associated adopted a nonqualified deferred
compensation plan in December 1994 (the "Deferred Compensation Plan") to permit
certain senior officers to defer current compensation to accumulate additional
funds for retirement. The CEO and 24 senior officers are currently eligible to
participate under the Deferred Compensation Plan including each of the Named
Executive Officers. During 1999, none of the Named Executive Officers
participated in the Deferred Compensation Plan. Pursuant to the Deferred
Compensation Plan, each year each officer may elect to defer a portion of his
base salary and/or annual incentive compensation. The officer will receive
payment of deferred amounts in ten equal annual installments at his anticipated
retirement date. In addition, under certain limited circumstances described in
the plan, the officer may receive distributions during employment. If the
officer's services are terminated voluntarily or involuntarily, he retains all
rights to the undistributed amounts credited to his account. All funds deferred
have been placed in a trust with an independent third party trustee. Investment
results on funds in the trust will vary depending on investments selected and
managed by the trustee.
CHANGE OF CONTROL PLAN. Associated maintains a Change of Control plan (the
"Plan") to provide severance benefits to the Chief Executive Officer (the "CEO")
and certain senior officers in the event of their termination of employment
following a Change of Control of Associated (as defined below). The CEO and 20
senior officers are currently designated to participate under the Plan and prior
to a Change of Control, from time to time, the CEO is authorized to designate
additional participating senior officers. Four of the Named Executive Officers
currently participate in the Plan. They are Messrs. Conlon, Gallagher, Peterson,
and Weber.
If within three years following a Change of Control (or in anticipation of and
preceding a Change of Control) a termination of employment occurs either
involuntarily or for Good Reason (as defined below), a participant may, at the
discretion of Associated, receive either a lump sum payment or installment
payments reflected in the Plan schedule in effect at the date of such
termination. Such payment will also include legal fees and expenses related to
termination of employment or dispute of benefits payable under the Plan, if any.
"Good Reason" includes a change in the employee's duties and responsibilities
which are inconsistent with those prior to the Change of Control, a reduction in
salary, or a discontinuation of any bonus plan or certain other compensation
plans, a transfer to an employment location greater than fifty miles from the
employee's present office location, or certain other breaches. Benefits are not
paid in the event of retirement, death or disability, or termination for Cause
which generally includes willful failure to substantially perform duties or
certain willful misconduct. The Plan provides participants with benefits in
either a lump sum or installment payments, at the election of Associated. The
total benefits payable include one to three years (the "Continuation Period") of
base salary and incentive compensation and continued health, welfare, and life
insurance benefits during the Continuation Period. In addition, upon
termination, participants will be entitled to age and service credit for the
Continuation Period under all retirement programs and supplemental retirement
plans in which they participate. If installment payments are elected by
Associated, the salary and incentive compensation payments shall be paid ratably
over the Continuation Period. The respective Continuation Period for each
participant is specified in the Plan schedule. Currently, Messrs. Conlon and
Gallagher are entitled to a three-year Continuation Period, and Messrs. Peterson
and Weber are entitled to a two-year Continuation Period. The Plan also provides
for gross-up payments for any excise taxes incurred under Section 280G of the
Code as a result of any benefits paid to the participants in connection with a
Change of Control. The Plan, including the Plan schedule, may be amended,
subject to certain limitations, at any time by Associated prior to a Change of
Control.
A "Change of Control" under the Plan shall occur if an offer is accepted, in
writing, with respect to any of the following: (a) a change of ownership of 25%
or more of the outstanding voting securities of Associated; (b) a merger or
consolidation of Associated with or into a corporation, and as a result of such
merger or consolidation, less than 75% of the outstanding voting securities of
the surviving or resulting corporation will be owned in the aggregate by the
shareholders of Associated who owned such securities
14
<PAGE> 19
immediately prior to such merger or consolidation, other than affiliates (within
the meaning of the Exchange Act) of any party to such merger or consolidation;
(c) a sale by Associated of at least 85% of its assets to any entity which is
not a member of the control group of corporations, within the meaning of Section
1563 of the Code, of which Associated is a member; or (d) an acquisition by a
person, within the meaning of Section 3(a)(9) or 13(d)(3) of the Exchange Act,
of 25% or more of the outstanding voting securities of Associated (whether
directly, indirectly, beneficially, or of record).
EMPLOYMENT AND SEVERANCE AGREEMENTS. Mr. Conlon informed the Board of Directors
of his intention to retire as Chief Executive Officer of Associated as of June
30, 2000. He will continue to serve as "Non-Executive" Chairman of the Board.
Associated and Mr. Conlon are currently negotiating the terms of his retirement
and intend to enter into an agreement setting forth such terms.
1999 NONQUALIFIED STOCK OPTION PLAN. Effective as of July 28, 1999, the Board
of Directors has adopted the Associated Banc-Corp 1999 Non-Qualified Stock
Option Plan (the "NQSO Plan"), commonly known as ValueShares. The Committee
administers the NQSO Plan. The purpose of the NQSO Plan is to retain competent
personnel and provide employees with long-term incentives for high levels of
performance by providing them with the means to acquire a proprietary interest
in Associated's success. Under the NQSO Plan, all employees who meet certain
eligibility criteria may receive grants of non-qualified stock options. The
options will vest in full 24 months following their grant. If an employee's
employment terminates for any reason other than death, retirement or disability,
all nonvested and any vested but unexercised options will terminate immediately.
If an employee retires or becomes disabled after their options vest, the options
will remain exercisable. All options granted under the NQSO Plan will terminate
on the tenth anniversary of the date of grant unless the Committee determines
otherwise. In addition, other than in the event of the death of an employee,
options may not be transferred to any other person and shall be exercisable
during their lifetime only by the employee.
SECTION 16(A), BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Under Section 16(a)
of the Exchange Act, Associated's directors and executive officers, as well as
certain persons holding more than 10% of Associated's stock, are required to
report their initial ownership of stock and any subsequent change in such
ownership to the Securities and Exchange Commission, Nasdaq, and Associated
(such requirements hereinafter referred to as "Section 16(a) filing
requirements"). Specific time deadlines for the Section 16(a) filing
requirements have been established.
To Associated's knowledge, based solely upon a review of the copies of such
reports furnished to Associated, and upon written representations that no other
reports were required, with respect to the fiscal year ended December 31, 1999,
Associated's officers, directors, and greater than 10% beneficial owners
complied with all applicable Section 16(a) filing requirements, other than with
respect to Messrs. Brian R. Bodager, Harry B. Conlon, David G. Handy, George R.
Leach, Randall J. Peterson, and Arthur E. Olsen for whom one transaction was
inadvertently reported late.
INTEREST OF MANAGEMENT IN CERTAIN TRANSACTIONS
Various officers and directors of Associated and its subsidiaries, members of
their families, and the companies or firms with which they are associated were
customers of, and had banking transactions with, one or more of Associated's
subsidiary banks in the ordinary course of each such bank's business during
1999. The percentage of consolidated shareholders' equity represented by loans
made in such transactions was 13.7% at December 31, 1999. Additional
transactions may be expected to take place in the ordinary course of business in
the future. All loans and commitments to loans included in such transactions
were made on substantially the same terms, including interest rates and
collateral, as those prevailing at the time for comparable transactions with
other persons and, in the opinion of the management of Associated's subsidiary
banks, did not involve more than a normal risk of collectibility or present
other unfavorable features.
15
<PAGE> 20
PROPOSAL 2
RATIFICATION OF SELECTION OF
INDEPENDENT PUBLIC ACCOUNTANTS
Subject to ratification by shareholders at the Annual Meeting, the Audit
Committee has recommended to the Board, and the Board has approved, the
selection of the independent public accounting firm of KPMG LLP to audit
Associated's consolidated financial statements for the 2000 fiscal year. KPMG
LLP audited Associated's consolidated financial statements for the year ended
December 31, 1999. It is expected that representatives of KPMG LLP will be
present at the Annual Meeting, will have the opportunity to make a statement if
they so desire, and will be available to respond to appropriate questions.
If the foregoing recommendation is rejected, or if KPMG LLP declines to act or
otherwise becomes incapable of acting, or if its appointment is otherwise
discontinued, the Board will appoint other independent accountants whose
appointment for any period subsequent to the 2000 Annual Meeting of Shareholders
shall be subject to the ratification by the shareholders at that meeting.
THE BOARDS RECOMMENDS THAT YOU VOTE FOR THE SELECTION OF KPMG LLP AS INDEPENDENT
PUBLIC ACCOUNTANTS FOR THE YEAR ENDING DECEMBER 31, 2000.
OTHER MATTERS THAT MAY COME BEFORE THE MEETING
As of the date of this Proxy Statement, Associated is not aware that any matters
are to be presented for action at the meeting other than those described in this
Proxy Statement. If any matters properly come before the Annual Meeting, the
proxy form sent herewith, if executed and returned, gives the designated proxies
discretionary authority with respect to such matters.
SHAREHOLDER PROPOSALS
Proposals of a shareholder submitted pursuant to Rule 14a-8 of the Securities
and Exchange Commission ("Rule 14a-8") for inclusion in the proxy statement for
the annual meeting of shareholders to be held April 25, 2001, must be received
by Associated at its executive offices not later than November 24, 2000. This
notice of the annual meeting date also serves as the notice by Associated under
the advance-notice Bylaw described below.
A shareholder that intends to present business other than pursuant to Rule 14a-8
at the next annual meeting, scheduled to be held on April 25, 2001, must comply
with the requirements set forth in Associated's Bylaws. To bring business before
an annual meeting, the Company's Bylaws require, among other things, that the
shareholder submit written notice thereof to Associated's executive offices not
less than 60 days nor more than 75 days prior to the meeting. Therefore,
Associated must receive notice of a shareholder proposal submitted other than
pursuant to Rule 14a-8 no sooner than February 10, 2001, and no later than
February 27, 2001. If notice is received before February 10, 2001, or after
February 27, 2001, it will be considered untimely and the Company will not be
required to present such proposal at the April 25, 2001, annual meeting.
By Order of the Board of Directors,
/s/ Brian R. Bodager
Brian R. Bodager
Chief Administrative Officer,
General Counsel & Corporate Secretary
Green Bay, Wisconsin
March 23, 2000
16
<PAGE> 21
ASSOCIATED BANC-CORP
1200 HANSEN ROAD, GREEN BAY, WI 54304
THIS REVOCABLE PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS OF ASSOCIATED BANC-CORP
FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2000
The undersigned hereby appoints John S. Holbrook, Jr., William R.
Hutchinson, and John C. Meng, and each of them, as Proxies, each with the power
to appoint his substitute, and hereby authorizes them to represent and to vote,
as designated on the reverse side, all the shares of Common Stock of Associated
Banc-Corp ("Associated") held of record by the undersigned on March 1, 2000, at
the Annual Meeting of Shareholders to be held on April 26, 2000, or any
adjournment thereof on the matters and in the manner indicated on the reverse
side of this proxy card and described in the Proxy Statement of Associated. This
proxy revokes all prior proxies given by the undersigned. If no direction is
made, this proxy will be voted FOR Proposals 1 and 2 and any such matters which
may come before the meeting.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.
(ADDRESS CHANGE/COMMENTS)
----------------------------------------------------------
----------------------------------------------------------
----------------------------------------------------------
(If you have written in the above space, please mark the corresponding box on
the reverse side of this card.)
YOUR VOTE IS IMPORTANT! PLEASE MARK, SIGN, AND DATE THIS PROXY ON THE REVERSE
SIDE AND RETURN IT PROMPTLY IN THE ACCOMPANYING POSTAGE PAID ENVELOPE.
/\ FOLD AND DETACH HERE /\
[OBJECT OMITTED]
Associated Banc-Corp
2000 Annual Meeting of Shareholders
You are cordially invited to attend the Annual Meeting of Shareholders of
Associated Banc-Corp to be held at The Walter Theatre, St. Norbert College, De
Pere, Wisconsin, at 11:00 a.m. on Wednesday, April 26, 2000.
Beginning at 10:00 a.m., we will again present an economic/investment update.
Associated's Trust professionals will provide an update on the equity market and
interest rate environment as they affect us as investors. A continental
breakfast reception of coffee, juice, and pastries is planned for 9:00 a.m.
until the start of the meetings.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING OF SHAREHOLDERS, IT IS
IMPORTANT THAT YOUR SHARES BE REPRESENTED. PLEASE VOTE YOUR SHARES AND SIGN THE
PROXY CARD PRINTED ABOVE. TEAR AT THE PERFORATION AND MAIL THE PROXY CARD IN THE
ENCLOSED POSTAGE PAID ENVELOPE ADDRESSED TO FIRST CHICAGO TRUST COMPANY AT YOUR
EARLIEST CONVENIENCE.
If you plan to attend the Annual Meeting and/or the economic/investment update,
please mark the appropriate box(es) on the proxy card. We will not be mailing
admission tickets; however, a name tag will be at the registration table and
will be your admittance to the meeting.
We look forward to seeing you on April 26th.
YOUR COMMENTS AND QUESTIONS WELCOME
For your convenience, we are providing space on the proxy card for any questions
or comments you may have that you wish to have addressed either personally or at
the Annual Meeting. We always appreciate your input and interest in Associated.
You may e-mail comments or concerns to [email protected].
(DIRECTIONS FOR INTERNET OR TELEPHONE VOTING ARE PRINTED ON THE REVERSE OF
THIS PROXY AND INVITATION.)
<PAGE> 22
[X] PLEASE MARK YOUR
VOTE AS IN THIS
EXAMPLE.
ASSOCIATED BANC-CORP
<TABLE>
<CAPTION>
<S> <C> <C>
1. Election of FOR WITHHELD Nominees: 2. To ratify the selection of KPMG LLP FOR AGAINST ABSTAIN
[ ] [ ] [ ] [ ] [ ]
Directors Harry B. Conlon, Jr., as independent auditors of Associated
Ronald R. Harder, for the year ending December 31, 2000.
J. Douglas Quick,
and John H. Sproule.
For All Except nominee(s) written below. SPECIAL ACTION
Comments [ ]
- -----------------------------------------
Will Attend Economic/Investment Seminar [ ]
Will Attend Shareholders Meeting [ ]
Receipt of Notice of said meeting and of the Proxy
Statement and Annual Report of Associated is hereby -----------------------------------------
acknowledged. Please sign exactly as name appears
hereon and date. When shares are held by joint -----------------------------------------
tenants, both should sign. When signing as SIGNATURE(S) DATE
attorney, executor, administrator, trustee, or
guardian, please give full title. If a corporation,
please sign in full corporate name by president or
other authorized officer. If a partnership, please
sign in partnership name by authorized person.
</TABLE>
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To our Shareholders:
Associated Banc-Corp encourages you to vote your shares electronically this
year, either by telephone or via the Internet. This will eliminate the need to
return your proxy card. You will need your proxy card and Social Security Number
(where applicable) when voting your shares electronically. The Voter Control
Number that appears in the box above, just below the perforation, must be used
in order to vote by telephone or via the Internet.
The EquiServe Vote by Telephone and Vote by Internet systems can be accessed 24
hours a day, seven days a week, up until the day prior to the meeting.
To Vote by Telephone:
Using a touch-tone phone, call toll-free 1-877-PRX-VOTE (1-877-779-8683)
From outside the United States, call direct 1-201-536-8073
To Vote by Internet:
Log on to the Internet and go to the website: http://www.eproxyvote.com/asbc
Note: If you vote over the Internet, you may incur costs such as
telecommunication and Internet access charges for which you will be responsible.
THANK YOU FOR VOTING YOUR SHARES
YOUR VOTE IS IMPORTANT!
Do Not Return this Proxy Card if you are voting by Telephone or the Internet.
